UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2005
Commission File Number: 0-14549
United Security Bancshares, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 63-0843362 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
| 131 West Front Street Post Office Box 249 Thomasville, AL |
36784 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrants telephone number, including area code:
(334) 636-5424
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
| Class |
Outstanding at 05/05/05 | |
| Common Stock, $0.01 par value | 6,427,984 shares |
UNITED SECURITY BANCSHARES, INC. AND SUBSIDIARIES
2
FORWARD-LOOKING STATEMENTS
Statements contained in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). In addition, United Security Bancshares, Inc. (Bancshares), through its senior management, from time to time makes forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995) concerning its expected future operations and performance and other developments. Such forward-looking statements are necessarily estimates reflecting Bancshares best judgment based upon current information and involve a number of risks and uncertainties, and various factors could cause results to differ materially from those contemplated by such forward-looking statements. Such factors could include those identified from time to time in Bancshares Securities and Exchange Commission filings and other public announcements, including the factors described in Bancshares Annual Report on Form 10-K for the year ended December 31, 2004. With respect to the adequacy of the allowance for loan losses for Bancshares, these factors include, but are not limited to, the rate of growth in the economy and the relative strength and weakness in the consumer and commercial credit sectors and in the real estate markets. Forward-looking statements speak only as of the date they are made, and Bancshares undertakes no obligation to revise forward-looking statements to reflect circumstances or events that occur after the dates the forward-looking statements are made.
3
UNITED SECURITY BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in Thousands)
| March 31, 2005 |
December 31, 2004 |
|||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Cash and Due from Banks |
$ | 11,174 | $ | 11,959 | ||||
| Interest-Bearing Deposits in Banks |
16,225 | 1,990 | ||||||
| Securities Available for Sale |
127,579 | 127,721 | ||||||
| Loans, net of allowance for loan losses of $7,081 and $7,061, respectively |
399,345 | 396,922 | ||||||
| Premises and Equipment, net |
19,828 | 19,770 | ||||||
| Cash Surrender Value of Bank Owned Life Insurance |
8,922 | 8,804 | ||||||
| Accrued Interest Receivable |
4,459 | 4,649 | ||||||
| Investment in Limited Partnerships |
2,512 | 2,617 | ||||||
| Other Assets |
12,350 | 11,721 | ||||||
| Total Assets |
$ | 602,394 | $ | 586,153 | ||||
| LIABILITIES AND SHAREHOLDERS EQUITY | ||||||||
| Deposits |
$ | 414,856 | $ | 400,451 | ||||
| Short-Term Borrowings |
1,113 | 941 | ||||||
| Long-Term Debt |
89,614 | 89,637 | ||||||
| Other Liabilities |
14,467 | 13,211 | ||||||
| Total Liabilities |
$ | 520,050 | $ | 504,240 | ||||
| Shareholders Equity: |
||||||||
| Minority Interest |
165 | 165 | ||||||
| Common Stock, par value $0.01 per share; 10,000,000 shares authorized; 7,317,560 shares issued |
73 | 73 | ||||||
| Surplus |
9,233 | 9,233 | ||||||
| Accumulated other comprehensive income |
402 | 947 | ||||||
| Retained Earnings |
83,344 | 82,294 | ||||||
| Less Treasury Stock: 889,576 and 887,106 shares at cost, respectively |
(10,873 | ) | (10,799 | ) | ||||
| Total Shareholders Equity |
82,344 | 81,913 | ||||||
| Total Liabilities and Shareholders Equity |
$ | 602,394 | $ | 586,153 | ||||
The accompanying notes are an integral part of these Consolidated Statements.
4
UNITED SECURITY BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, Except per Share Data)
| Three Months Ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| (Unaudited) | ||||||||
| INTEREST INCOME: |
||||||||
| Interest and Fees on Loans |
$ | 11,042 | $ | 10,545 | ||||
| Interest on Securities |
1,443 | 1,525 | ||||||
| Total Interest Income |
12,485 | 12,070 | ||||||
| INTEREST EXPENSE: |
||||||||
| Interest on Deposits |
1,793 | 1,579 | ||||||
| Interest on Borrowings |
884 | 921 | ||||||
| Total Interest Expense |
2,677 | 2,500 | ||||||
| NET INTEREST INCOME |
9,808 | 9,570 | ||||||
| PROVISION FOR LOAN LOSSES |
796 | 661 | ||||||
| NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |
9,012 | 8,909 | ||||||
| NONINTEREST INCOME: |
||||||||
| Service and Other Charges on Deposit Accounts |
661 | 809 | ||||||
| Other Income |
520 | 535 | ||||||
| Securities (Losses) Gains, Net |
(27 | ) | (29 | ) | ||||
| Total Noninterest Income |
1,154 | 1,315 | ||||||
| NONINTEREST EXPENSE: |
||||||||
| Salaries and Employee Benefits |
3,280 | 3,154 | ||||||
| Occupancy Expense |
369 | 363 | ||||||
| Furniture and Equipment Expense |
339 | 324 | ||||||
| Other Expense |
1,368 | 1,378 | ||||||
| Total Noninterest Expense |
5,356 | 5,219 | ||||||
| INCOME BEFORE INCOME TAXES |
4,810 | 5,005 | ||||||
| PROVISION FOR INCOME TAXES |
1,508 | 1,576 | ||||||
| NET INCOME |
3,302 | 3,429 | ||||||
| BASIC NET INCOME PER SHARE |
$ | 0.51 | $ | 0.53 | ||||
| DILUTED NET INCOME PER SHARE |
$ | 0.51 | $ | 0.53 | ||||
| DIVIDENDS PER SHARE |
$ | 0.35 | $ | 0.18 | ||||
The accompanying notes are an integral part of these Consolidated Statements.
5
UNITED SECURITY BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
| Three Months Ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| (Unaudited) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net Income |
$ | 3,302 | $ | 3,429 | ||||
| Adjustments: |
||||||||
| Depreciation |
221 | 222 | ||||||
| Amortization (Accretion) of Premiums and Discounts, Net |
76 | 133 | ||||||
| Provision for Loan Losses |
796 | 661 | ||||||
| Loss on Sale of Securities, Net |
27 | 29 | ||||||
| (Gain) Loss on Sale of Fixed Assets, Net |
(74 | ) | 0 | |||||
| Changes in Assets and Liabilities: |
||||||||
| (Increase) Decrease in Other Assets |
(452 | ) | 213 | |||||
| Increase in Other Liabilities |
1,940 | 497 | ||||||
| Total Adjustments |
2,534 | 1,755 | ||||||
| Net Cash Provided by Operating Activities |
5,836 | 5,184 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
| Proceeds from Maturities/Calls and Paydowns of Securities Available for Sale |
4,472 | 6,140 | ||||||
| Purchase of Property and Equipment, Net |
(206 | ) | (131 | ) | ||||
| Purchase of Securities Available for Sale |
(5,662 | ) | (7,737 | ) | ||||
| Net Change in Loan Portfolio |
(3,218 | ) | (2,618 | ) | ||||
| Net Cash Acquired in Consolidation of Limited Partnership |
0 | 133 | ||||||
| Net Cash Used in Investing Activities |
(4,614 | ) | (4,213 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Increase (Decrease) in Customer Deposits, Net |
14,404 | (1,521 | ) | |||||
| Dividends Paid |
(2,251 | ) | (1,158 | ) | ||||
| Increase in Borrowings |
149 | 1,981 | ||||||
| Purchase of Treasury Stock |
(74 | ) | (48 | ) | ||||
| Net Cash Provided by (Used in) Financing Activities |
12,228 | (746 | ) | |||||
| NET INCREASE IN CASH AND CASH EQUIVALENTS |
13,450 | 225 | ||||||
| CASH AND CASH EQUIVALENTS, beginning of period |
13,949 | 12,644 | ||||||
| CASH AND CASH EQUIVALENTS, end of period |
$ | 27,399 | $ | 12,869 | ||||
The accompanying notes are an integral part of these Consolidated Statements.
6
UNITED SECURITY BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. GENERAL
The accompanying unaudited condensed consolidated financial statements as of March 31, 2005, and 2004, include the accounts of United Security Bancshares, Inc. and its subsidiaries (the Company). All significant intercompany transactions and accounts have been eliminated.
The interim financial statements are unaudited but, in the opinion of management, reflect all adjustments necessary for a fair presentation of financial position and results of operations for such periods presented. Such adjustments are of a normal, recurring nature. The results of operations for any interim period are not necessarily indicative of results expected for the fiscal year ending December 31, 2005. While certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, management believes that the disclosures herein are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2004. The accounting policies followed by the Company are set forth in the Summary of Significant Accounting Policies in the Companys December 31, 2004, consolidated financial statements.
2. NET INCOME PER SHARE
Basic net income per share was computed by dividing net income by the weighted average number of shares of common stock outstanding during the three-month periods ended March 31, 2005, and 2004. Common stock outstanding consists of issued shares less treasury stock. Diluted net income per share for the three-month periods ended March 31, 2005, and 2004, were computed by dividing net income by the sum of the weighted average number of shares of common stock outstanding and dilutive potential common shares. Potential common shares consist of stock options and warrants and are determined using the treasury stock method. However, the Company has no outstanding stock options or warrants as of March 31, 2005.
The following table represents the earnings per share calculations for the three-month periods ended March 31, 2005, and 2004:
| For the Three Months Ended |
Net Income |
Shares |
Net Income Per Share | |||||
| March 31, 2005 (dollars in thousands): |
||||||||
| Net Income |
$ | 3,302 | ||||||
| Basic Net Income Per Share |
3,302 | 6,429,428 | $ | 0.51 | ||||
| Dilutive Securities |
0 | 0 | ||||||
| Dilutive Earnings Per Share |
$ | 3,302 | 6,429,428 | $ | 0.51 | |||
| March 31, 2004 (dollars in thousands): |
||||||||
| Net Income |
$ | 3,429 | ||||||
| Basic Net Income Per Share |
3,429 | 6,431,620 | $ | 0.53 | ||||
| Dilutive Securities |
0 | 0 | ||||||
| Dilutive Earnings Per Share |
$ | 3,429 | 6,431,620 | $ | 0.53 | |||
7
3. COMPREHENSIVE INCOME
Comprehensive income is a measure of all changes in equity of an enterprise that results from transactions and other economic events of the period. Pursuant to Statement of Financial Accounting Standards (SFAS) No. 115, any unrealized gain or loss activity of available for sale securities is to be recorded as an adjustment to a separate component of shareholders equity, net of income tax effect. This change in unrealized gain serves to increase or decrease comprehensive income. The following table represents comprehensive income and its changes for the three-month periods ended March 31, 2005, and 2004:
| Three Months Ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| Net Income |
$ | 3,302 | $ | 3,429 | ||||
| Other Comprehensive Income, Net of Tax: |
||||||||
| Change in Unrealized Gain (Loss) on Derivative Instruments (Net of Tax of $134 and $96, respectively) |
223 | (178 | ) | |||||
| Change in Unrealized (Loss) Gain on Securities Available for Sale (Net of Tax of $477 and $311, respectively) |
(785 | ) | 578 | |||||
| Reclassification Adjustments for Losses (Net of Tax Benefit of $10) |
17 | 0 | ||||||